


Project Solstice: Scarlet and Gray

by orphan_account



Series: Project Solstice [3]
Category: Iron Man (Movies), Spider-Man - All Media Types, X-Men - All Media Types
Genre: Alternate Universe, BAMF Gwen Stacy, BAMF Tony Stark, Clones, Gen, Genderswap, Gwen Stacy Lives, Gwen Stacy is Spider-Man, Harry Osborn is Spider-Man, Hurt Peter Parker, Multi, Norman Osborn is Good, Peter Parker is a Mess, Protective Tony Stark, Tony Stark Acting as Peter Parker's Parental Figure, X-men - Freeform
Language: English
Status: In-Progress
Published: 2019-10-08
Updated: 2019-11-11
Packaged: 2020-11-28 00:13:35
Rating: Not Rated
Warnings: Graphic Depictions Of Violence
Chapters: 2
Words: 18,297
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/20957255
Author URL: https://archiveofourown.org/users/orphan_account/pseuds/orphan_account
Summary: It's months after Venom, after the showdown at Oscorp. After Peter Parker's best friend, Harry Osborn had to have his spider powers removed due to the danger they represented. But time marches on, and with the advent of summer, that means a whole new chapter in the saga of Spider-Man and Spider-Woman. And as Peter and Gwen are about to discover, summer will be no break.





	1. Awakenings

**Author's Note:**

> I always felt that the first twelve chapters of the initial Project Solstice (i/e: the part up until the Venom fight at Oscorp) worked extremely well as a singular cohesive story. Everything after that was my desperate attempt to include my own take on as many Marvel characters as I could seemingly dredge up from their long and storied run, and before long, I wound up with a tale glutted with side and extra characters and a storyline that was coherent while not terribly cohesive. So, I shaved off everything after Venom, stuck it in its own universe, and now here is the new sequel/soft reboot of Project Solstice. My own personal writing endeavors will still take priority, but you'll likely see this or my Thrud story get an update once every...few weeks to a month or so.
> 
> Anyway, here's Scarlet and Gray.

_Okay. So. Here's the deal. My name is Peter Benjamin Parker. Almost a year ago I was bitten by a genetically-altered spider, as were my two best friends, and instead of just straight-up dying like any normal guy, we got superpowers. Spider powers, to be exact. That means crawling on walls, immense strength and speed, and a precognitive "spider-sense" to alert us to danger._

_It's exactly as insane as it sounds._

_For a while, it was just something neat, but there was more important stuff going on. I got a girlfriend, school life was looking pretty good now that I wasn't a gasping, heaving nerd and I was a physically capable nerd instead._

_But then I did something stupid._

_I could have stopped the guy. He was out on a crime spree and I could have stopped him. Instead, I got too wrapped up in my own crazy high school life and let him on his way. And he killed my uncle, the closest thing I'd ever have to a father._

_After that, I decided that if I could stop a creep or two from going on a crime spree, I would. I had these powers, and I would use them for good. To that end, I became Spider-Man. Along with my very best friends the Tarantula and Black Widow, we were the Spider-Trio._

_All that came crashing down on me, though, when Tarantula-my best friend Harry Osborn-was overwhelmed by his powers and possessed by an alien life-form known as a symbiote._

_This is seriously my life._

_There was a fight, the sort cataclysmic fight that makes the news and warrants a human interest piece even years later on its anniversary. Everyone lived, but the Tarantula had to have his powers removed or risk another incident. Evil alien goo aside, his abilities were simply out of control, and it was too much of a gamble to let him keep them. Harry Osborn, my best friend since I was seven, had to have his superpowers removed because it was just too dangerous to let him keep them._

_And that's where we are now. But despite life's best efforts, I'm not alone. I'm never alone. Abstract concepts of emotional support aside, there's still one member of the Spider-Trio left to make sure I don't get in over my head. My girlfriend, Gwen Stacy. The girl next door._

_And it's always, always about a girl._

…...

Manhattan looked breathtaking in the morning sun. People always touted the beauty of a sunrise on a prairie or a mountaintop, seeing nature at its best, but Peter would always prefer seeing his city come to life, watching the sky fade from a cool blue to pink to gold and bathe Long Island in its glow. The hum was always there, the bustle of The City That Never Sleeps, but something about the sunrise still made the place feel so much more alive.

New York was at her best when the sun was out.

Tugging his mask out of his backpack, Pete pulled it over his face before zipping the bag up and slinging it over his shoulders to pull the straps tight. Stashing it at his various staging areas had resulted in more than a few lost bags, and while Tony had been happy to replace them, Peter was loathe to continue to rely on his generosity. A fifteen-dollar backpack might be a drop in the ocean for the billionaire, but Peter still had his pride.

Plus, Aunt May was starting to question where all of his clothes were disappearing to.

As he crossed the rooftop of one of the taller buildings in Brooklyn, he reached back to a side pocket and got out his phone, swiping to unlock it and tapping to open up Spotify. He was solo this morning, at least until his partner in crime(-fighting) decided to join him. Judging by the unseen texts and missed calls, Gwen had silenced her phone and was sleeping in, which wasn't too shocking when one considered that it was not only a Saturday morning but the first weekend of summer. Maybe that meant lazy days to some, but to him, it just meant more time to clean up the streets.

And boy were they dirty.

At least swinging solo meant that he got to have a soundtrack.

"_On a mission started by my own admission__!_

_I will leave you all behind_ _!_

_By direction I'll create my own protection_ _!_

_The real me you'll never find_ _!"_

Harry Osborn kept a meticulously curated playlist on Spotify that contained, in his own words, every good song that there ever was. Being Harry Osborn, his taste in music tended towards the likes of The Offspring, Sum 41, Blink 182, and others that Peter wasn't even sure of the name of, though he enjoyed the sound. While Peter himself usually preferred more recent hits (AWOLNATION having become a new favorite of his), there was just something about that late-90s, early 2000s pop-punk/alternative music that got the blood pumping, and it worked extremely well with web-swinging. So the past few mornings, with everyone else sleeping, he had been getting a head start on his favorite pastime.

Getting a running start, he leapt onto the edge of the building before hopping once and soaring over the side into the cool morning air. This was one of his favorite parts about the Spider-Man gig. The leap, the first plunge into another day of not-necessarily-legal crime-fighting action. As he fell, he snapped a hand out and fired a web.

_THWIP!_

And off he swung, through the high-rises and buildings that comprised Brooklyn. This early, there wasn't too much of concern to a costumed crime-fighter, barring the occasional rowdy drunk not ready to let go of a Friday-night binge or a tweaker tearing up a 7-11 because a box of Twinkies looked at him funny.

That had been an odd morning.

Today, though, all seemed quiet on the Eastern Front, to the point that Peter was actually a bit disappointed that the city had absolutely nothing for him. Of course, from an objective standpoint, it was only a good thing. It meant that not only was there simply nothing in the way of crime to disrupt an otherwise bustling New York, but the actions of the Spider-Trio were having a lasting impact. He hadn't looked at the metrics in a month or two, but last he'd checked, there had been a noticeable drop in petty crime since they'd taken to the streets, and in this case, he was glad for correlation to mean causality.

Just as he was thinking that, of course, his music cut out, and the police scanner app he'd designed cut into Spotify, a chattering dispatch officer speaking into his ear.

"_All units, armored car hijacking near Sunset Park in Brooklyn, suspects wearing black outfits and goblin masks and armed with automatic weapons. Repeat, armored car - "_

Peter tapped his phone to get his music going again, landing briefly on a rooftop and glancing around. He was fairly familiar with Brooklyn (he was from the very next borough over, after all), and he knew for sure that Sunset Park was…that-a-way. Hopping back to it, he swung away in the direction of the morning's action.

He loved this city.

…...

Yep, that was an armored car, alright. And the heavy, thick plating made for an excellent improvised mobile battering ram, pelting cars out of the way like Kenny Kong on the way to the buffet table. Peter swung in on the heels of a flashing police cruiser, the siren echoing off the high buildings on either side of the road only adding to the din of noise coming from below. These were the times when Peter was glad for the noise-canceling properties of the earbuds in his mask, though he sympathized with the folks on the street just trying to foot the morning commute and getting a front-row seat to a demonstration of just how loud an NYPD cruiser's siren really was.

There was a reason the aforementioned headphones had been installed.

Dropping in low, the sounds of his Spotify list began to lose the fight against the racket, and he wished for a moment that he'd thought to pause the music.

He really liked this song.

"_Now I'm in too deep, and I'm tryin' ta keep! Up abo-ove my head! Insteeeaad of goin' under!"_

Sum 41? He was pretty sure it was Sum 41.

"Hey, do you guys know this song!?" Peter asked on a shout as he closed in on the back of the armored car. Two guys in goblin masks were hanging out of the open doors in the back, brandishing some kind of automatic rifles at him, but before they could even get a shot off, Peter had a web on both of them, yanking them from their grasps.

_Thwip-Thwip!_

"Anyway, I can't really check my Spotify, but it's like…'I'm tryin' ta keep! Up abo-ove my head!' I think it's Sum 41, but I'm not sure, and it's really bothering me!"

As he spoke, he latched onto the back of the truck with a webline, yanking himself into the back and slamming a masked goon into the floor. Webbing him up, Peter hurled him out of the truck with a zipline web to string him up from a light pole. The other guy came at him with a pistol, but Peter snagged his wrist and squeezed before he could pull the trigger.

"Dude, do you not know about ricochet?" he asked, socking the guy and tossing him into the street as well to latch him onto a stoplight. "That shit's gonna bounce everywhere, and I gotta do a weird spider-sense dance and then YouTube laughs at me."

But the masked guy wasn't listening, as he was two blocks back already. They never stuck around.

"Probably didn't wanna talk anyway," Peter sighed, hopping onto the side of the van and crawling around front. "They just shoot."

The van careened and swerved, but he hung in there, clambering along the side toward the cab of the vehicle. There was very likely a gunman in the passenger seat-there he was, leaning out and taking aim with some kind of rifle. Peter's spider-sense had him hopping up the top of the van and scuttling along the roof as a few pops of gunfire sounded. The passenger took a few pot-shots through the roof, which Peter admitted was the slightest bit clever. Of course, all he had to do was wait for the guy to reload, and then he was flipping around to yank the passenger door right off its hinges.

"Hey, do you listen to Sum 41?" he asked, and the guy's response was to level his gun at Peter's face, though it was quickly webbed away. "Wow, you can just say no. I know they're not everyone's cuppa tea."

Stringing a web around the guy's shoulders, he tossed him along with his friends, a series of demented street decorations dangling in the wake of this speeding tank of a vehicle. That left only the driver, who simply skidded the truck to halt and dove out of his door, making a run for it.

Not on his watch.

Peter leaped over the cab of the truck, but as he landed, he heard a beeping sound, loud and grating, coming from the cargo area. Firing one last web strand at the runner, he didn't watch to see if it connected.

Judging from the annoyed grunt he heard as he headed back for the rear hatch, it was very likely.

Rounding the truck, Peter turned and saw a few curious citizens slowly milling closer, and he waved his arms.

"Get back!" he shouted, climbing inside and looking around frantically for what he was sure was some kind of a bomb. If he found it now, he could get it out of the street, maybe get Tony to call in an evacuation drone or something. Although, why these goblin guys would have put such an obvious tell on a bomb-a droning beep right out of a movie-was beyond him. Given their masks and showy methods, maybe they just had a flair for the dramatic? Peter could hardly begrudge them that fact; he was the one who swung around the city in a black and blue skintight outfit.

Yanking up a floor panel in the armored car, he saw a bundle of wires and circuitry connected to tubes of some unidentifiable liquids, along with a small LCD screen displaying a spinning goblin logo. Someone had actually built a bomb into the bottom of the vehicle. But that didn't make sense; this thing had just been hijacked. How had they had the time?

The answer came in the form of a single sentence that flashed onto the screen.

'_It's a trap, bitch.'_

"Are you fucking ki - "

And then the world around him exploded.

…...

"_Your own…personal…Jesus. Someone to hear your prayers. Someone who cares."_

"Acetylene torch," Tony said, reaching up to take the item in his gloved hand. He pulled a pair of goggles over his eyes and lit the end of the torch, bringing it down to shear away some excess metal on the Mark-IX suit. Of course, he could have just had Jarvis send it down to the shop to have a series of automated arms take care of it, but such treatment felt a bit too impersonal for the instrument of his rise to superheroism. He didn't want to play the part of the dismissive rich boy, sending the suit away with a flippant wave while he sipped on a martini.

He wanted to be the one _working_ on the suit while sipping a martini. Speaking of which.

"_Feeling unknown, and your all alone. Flesh and bone, by the telephone."_

"Jarvis, get me a - "

"Martini, extra dry, extra dirty, with two olives?" a voice spoke behind him, one that was certainly not the synthesized dry British wit of his AI assistant. Killing the torch, Tony turned to see Carol standing there, hand extended with the drink clutched between two long, thin fingers.

"And I thought the torch was the brightest thing in here," he said, taking the glass. She held up another, bringing it to his with a soft clink. "What's the occasion?"

"Well, despite my distaste for big business, Oscorp just closed a deal that means a lot of good things for SHIELD moving forward," Carol told him. "So, I'm celebrating the latest bit of venture capitalism."

"Because now both sides of your double life are living it up," Tony said with a sip of his drink, and Carol rolled her eyes.

"You're not still mad about that, are you?" she asked. "Tony, I was sworn to utter and complete secrecy. We had no way of knowing who the Hydra mole was. I couldn't tell _anyone_."

"You suspected me, after I was kicked out of my own father's company for not siding with a group of militant Middle-Eastern terrorists?" Tony asked, and Carol rolled her eyes.

"I didn't _suspect_ you, I just didn't want to _burden_ you with the ongoing investigation," she said. "If I told you that I was a SHIELD plant chasing a Hydra mole, you would be compromised. You'd be questioning everything that happened around you and censoring everything you said. Trust me, keeping secrets like mine isn't fun. It was better for both of us that you just stayed ignorant until we finally flushed the mole out, and then I would apologize for misleading you and we could hopefully move on."

Tony sighed a bit, but he said nothing, simply sipping his drink. She'd backed him into a corner there. At this point, arguing the matter further would just be petulant, and Tony had resolved to exhibit that particular toxic trait…somewhat less often these days.

"Peter would be really disappointed if he found out we weren't friends anymore," Carol added in an impish tone. "I think he likes when I come around."

"Using my impressionable protege against me?" Tony asked. "That's low."

"I speak only the truth," Carol said. "Besides, you've already forgiven me. You're just trying to decide whether or not it's unreasonable to keep being mad."

"And?"

"I think it is," Carol nodded. "Especially because we've both been given the day off, and this is only the first of many martinis I plan to drink."

"Day-drinking, Carol Danvers?" Tony asked. "I can get on board with that."

"Peter's not the only protege you have," Carol told him. "You've taught me a lot - "

"_Sir, the fail-safe has been triggered in the tracking device in Peter Parker's suit," _Jarvis spoke. _"It seems to have suffered a catastrophic amount of damage. Local news reports and social media posts in the area of last transmission are reporting a massive explosion of indeterminate origin."_

"Suit up," Tony told Carol, already on his feet. "Gwen and MJ?"

"_Miss Stacy and Miss Watson are not on patrol at the moment," _Jarvis said. _"Shall I inform them of the incident?"_

"Time?"

"_It is 8:57 am_," Jarvis told him, and Tony gave Carol a look.

"Day-drinking before nine in the morning?" he asked. "Hold up on telling them just yet, Jarvis. Let's get Parker into a recovery unit first."

"For the record, I haven't had a normal sleep schedule in about six months," Carol told him.

"That is no excuse."

…...

She could barely breathe, couldn't even think right now. She felt like something was slipping from her grasp, like her whole world was dissolving around her even as she tried to hang onto it for dear life. She could only think back to all of the minutiae, the stupid, idiotic little details both in and out of her control that could have gone differently to prevent this. She could have set an alarm for them, could have told Peter to inform her when he was leaving.

She could have just gone with him instead of being lazy.

The very small, very quiet and rational part of her brain told her that this was only the fault of whoever had decided to set a bomb in that truck, but even as she tried to assure herself that that was the case, the part of her mind that was out of itself with hysterical worry was just sobbing one question over and over at the universe itself.

Why? Why had things turned out _this _way? Her thoughts of a fun-filled summer fighting crime alongside the love of her life now only caused an indescribable aching regret in her chest the more she dwelled on them. And she did.

A lot.

"Gwen?" MJ's voice came quiet and soft in the back of the car. "We're here?"

Shaking herself, Gwen nearly ripped the door handle off in an attempt to open the door, leaving it wide for MJ to follow after her. Harry had arrived twenty minutes ago, texting them that Peter was being kept in the future Stark Technologies building, which was fully operation and simply awaiting a public ribbon-cutting. Citing a few too many impromptu triage centers set up in Oscorp or the Osborn penthouse, Tony had made sure to add a full medical facility to the basement of the building, in case any of the Spider-Trio or his own new allies (whoever they were) needed medical attention that wouldn't ask the wrong questions. Given that most of them were Chameleon bots programmed with the finest medical know-how of the century, most of their questions consisted of "Where does it hurt?" or "How would you rate your pain?".

Supposedly, Tony had called in a few experts from Japan to consult on the intelligence array, after swearing them to secrecy.

Inside the building, they were directed through a glass atrium and to an assortment of elevators at the back. Jarvis conveyed them to the proper floor without prompt, their stomachs floating as they were moved down with the utmost haste.

"Jarvis?" MJ asked.

"_Peter Parker is stable,"_ Jarvis spoke immediately. _"However, his vitals are all elevated. He may have been dosed with some kind of venom or neurotoxin. Medical staff is running every conceivable test to figure out the best course of action."_

"He's stable," MJ repeated. "And we have the best scientific minds in the literal world working to fix him."

"This is my fault," Gwen choked out.

"What-no it's-Gwen, that's dumb," MJ said with a shake of her head, and Gwen felt her throat close up around another sob as her friend's words threatened to break the dam. "This isn't anyone's fault. Or, like…it's whoever set that bomb's fault. And we're gonna find that guy and kick his ass, Peter's gonna be fine, and you two are gonna be disgusting when he's finally all better."

Gwen let a shaking sob of a laugh at that, and MJ smiled at her as the elevator dinged, opening to reveal Tony standing there waiting. Without even thinking, Gwen was on him, hugging him tightly.

"A-ah, okay," Tony said, clearly out of his element as he awkwardly patted Gwen on the back. "Alright, I guess this is hug-worthy."

"Can we see him?" Gwen asked into his collar, and Tony nodded.

"He's under quarantine at the moment, but yeah, you can see him," he said.

"Quarantine?" MJ asked. "Because of the neurotoxin?"

"We don't really know what it is, we just know that he was dosed with some kind of chemical agent," Tony said, leading them down the singular hallway that the elevator had led them to. "We're still waiting on bloodwork, and until then, we'll have to keep him on lockdown. Depending on the outlook, he could be here…a while."

"What about Aunt May?" Gwen asked in a throaty voice. "She'll be wondering where he's gone."

"We're bouncing around ideas on what to do about that," Tony said. "We might just have to bring her into the fold, so to speak."

"That will probably end really really badly," MJ said in a low voice, and Tony nodded.

"That's why we're only in the 'bouncing around ideas' phase," he said. "Given the context of the big reveal, we're all a bit reluctant to break the news to her."

"I can tell her," Gwen said, hating how miserable her voice sounded but unable to deny that it was rather justified, given the circumstances. "She'll…. She won't yell at me, at least."

"That's probably the best we can expect," Tony said with a sidelong glance at her. "Are you sure?"

"She deserves to know why her…why her boy is hurt," Gwen said as they reached another door, the first one on their right side. Further down the hall, she could see others like it, high sliding entryways leading to whatever secrets Oscorp had seen fit to hide in Stark Tech's basement.

This was the only secret that mattered, to Gwen at least.

They stepped into what seemed to be an observation room overlooking an operation theater. There was no surgery happening at the moment, though, merely Peter Parker, Gwen's love, strapped to a table and looking barely conscious. At the sight of his body covered in bruises and cuts-half of his face seemed swollen shut-Gwen felt herself ready to dissolve all over again, but she held it together for now. Peter needed her to be strong; she could fall apart later, in the safety of her own room.

"He's awake?" Gwen asked, and Tony nodded grimly.

"He's tough," he said. "He's been pretty out of it for a while."

"Why's he strapped down?" MJ asked, coming up on Gwen's right.

"The brain scans have been coming back…funny," Tony said. "It's mostly a precaution in case something lights up that's not supposed to and he becomes a danger to himself or anyone else. He's been pretty stable for the moment."

"Can he hear us?" Gwen asked. Tony pointed to a microphone set into the wall below the windows. There was a button underneath, and Gwen pushed it, speaking. "Peter?"

His eyes had been half-lidded until now, but they shot wide at the sound of her voice.

"Gwen…" he said, half groaning. "Hey. You alright?"

Gwen sighed, pinching the bridge of her nose. "You've been blown half to hell, and you're asking if _I'm_ okay?"

"You know me," Peter said with a lopsided smile, the one that always made her heart melt whenever he was being his impossible self. "MJ there with you?"

"I'm here, Pete," MJ said, leaning in to speak into the mic. "How you feeling?"

"Like I got hit by a really pissed-off train," Peter said tiredly. "They trapped the armored car."

"Who?" Gwen asked.

"They had goblin masks," Peter said. "They knew I'd try to stop it."

"How you feeling, Pete?" Tony asked. "Anxious, angry?"

"No, but…" Pete trailed off, looking distantly thoughtful before speaking again. "It's like I'm…forgetting something. Something really important. And it's on the tip of my tongue or something. And if I don't try to remember it, there's this…buzzing. Tony, it's so loud."

He shook his head like he was chasing off a fly, and if Gwen hadn't been talking to him so coherently before, she would have thought he'd come out of some trance, looking around the room like he was taking it in for the first time all over again.

"What…? What is this place?" he asked, his voice weak. "Where am I?"

Tony looked nonplussed, which didn't bode well; if Tony Stark was at a loss, the situation was truly uncharted territory. Before any of them could respond, there was a thunderous noise as Peter slammed against his binds, every muscle in his body tense and hard.

"WHERE AM I!?" he screamed in a voice louder than Gwen had ever heard Peter make himself.

"Jarvis, sedate him," Tony said in a voice only slightly more urgent than usual.

"_Administering sedatives_," Jarvis spoke coolly. Down below, Peter thrashed on the table like he was possessed, and Gwen even thought she heard the binds around his wrists groan as they strained against his strength. As they watched, though, his movements grew sluggish, and his face twisted in a pained expression before he slumped to the table.

"Jarvis?" Tony asked.

"_Peter Parker's vitals are stable, though he is resisting the effects of the sedatives_," Jarvis said. "_Brain scans were performed during his episode and are currently processing._"

"Put a rush order on that," Tony said, turning and striding from the room with the girls in tow. "I wanna know what those goblins did to him."

"_At once, sir_."

"Tony, what's gonna happen to Peter?" MJ asked.

"Hopefully very little," Tony said. "We're gonna isolate the toxin, develop a counter-agent, administer it judiciously, and hopefully team up and beat the snot out of some goblins."

MJ nodded, satisfied with Tony's assessment, but Gwen couldn't shake the feeling that everything wouldn't work out quite so cut-and-dry. Her spider-sense had always been the most sensitive, and it was buzzing near-constantly now in the back of her head.

Something very, very foreboding was on the horizon.

…...

Kitty hated the term Junior X-Man. It sounded like some kind of fan club, like an honorary title given if you sent in a yearly subscription fee. You got a lame gift box every couple of months and a copy-pasted ID card you could keep in your wallet, _'I'm a Junior X-Man!'_. But she didn't think she was quite up to snuff to join the big leagues, the real-deal X-Men with no qualifiers. They got sent on overseas missions, saved the world and stuff. They could stand to re-brand the team the under-eighteens joined, though. Professor X had coined the term back in the eighties, and it was getting a bit dated. Maybe the Young X-Men? Or even something inclusive, like the X-Force?

Maybe it was a bit derivative.

In any case, now wasn't really the time to be lamenting the name of the team, because at least she was on it, and they were on a mission.

"Five minutes out!" the pilot called back as the helicopter brought them over some no-name small town in New Jersey. Of course, this sort of small-scale operation didn't warrant the Blackbird, with its onboard AI and retro-reflective panels. A simple Sikorsky UH-60 Black Hawk (apparently a gift from the military in return for a rather hush-hush mission in Pakistan) was enough to carry five teenagers and their "chaperon" of sorts.

Speaking of their chaperon, it seemed to be time for the pre-mission pep talk, a favorite of Hank McCoy's.

"Alright, team," he said, turning away from the pilot and facing them. Hank McCoy was, to put it simply, massive. He was a beast of a man, tall as a linebacker and just as broad. This was all at odds with his rather round baby face, but he was no less intimidating for it. His muscles strained at his black and yellow uniform as he shifted his arms to take hold of one of the many handles hanging from the ceiling, fixing them all with a serious expression. "This is it. First big mission. Are we ready?"

He was met with a chorus of cheers from the rest, and he grinned at the assembled Junior X-Men.

"I want you to remember the rules, alright?" he asked them. "No heroics, no theatrics, no trying to turn this into _your_ origin story and become the next young superhero. If you want to be a child hero, go to New York and talk to the Spider-Trio."

"Yeah, Kitty, go to New York and join your hero," Bobby said into Kitty's ear, and she simply shoved him gently with her shoulder, rolling her eyes when the older boy cackled softly. Bobby sure loved to rib on her about her admittedly childish hero-crush on Spider-Man.

It wasn't like she was in love with him or anything; she just really admired him!

"Go fuck yourself, Bobby," Kitty said loftily back to him. "At least I have a role model."

"Yeah, a delinquent vigilante that sticks his exploits up on YouTube to tin-can early 2000s trash," Bobby snorted. "A real role-model."

"Just because he doesn't listen to your sad indie music or show-tunes," Kitty huffed. "Sorry not all of us treat _Rent_ like a religious experience."

"You're extra super sassy today," Bobby said, turning his glittering blue eyes on her and smirking as he brushed a lock of white-blond hair away from his face. In any other universe, Kitty might even have found herself attracted to Bobby Drake, who was admittedly a pretty thing, with a lean, handsome face and a fit musculature cultivated by years at the Xavier School. Despite being a Junior X-Man, he was one of the longest-running members, having been recruited at the tender age of eight with the rest of what had unofficially been dubbed the First Class. Ten years later, he was just on the cusp of adulthood and as a result very much a shoe-in to make the jump to the main roster of X-Men, alongside such living legends as Scott Summers, Ororo Monroe, Piotr Rasputin, and the enigmatic Logan, among others.

If she was honest with herself, Kitty would miss him. Bobby was a brat, but he was practically her only friend at the Xavier School. Everyone else just...didn't mesh with her. Even the other Junior X-Men looked at her as little more than a colleague, someone forced together with them by circumstance. She hated to be _that girl_, the one that complained that no one _got_ her, but it felt like no one did.

"Maybe I'm sassy because someone's eighteenth birthday is next week," Kitty admitted, and Bobby actually gave her a genuine smile.

"Aw, Kitty, you're gonna make me cry on our mission," he said. "I'm gonna get down there and fight some kind of robotic guard bot and just be in tears."

"Little icicles sprouting from your chin?" Kitty asked him.

"Oh, improvised weapons," Bobby said gleefully. "Actually, keep up the sad talk. I can use this."

"You are impossible," Kitty said.

"And yet here I am," Bobby shot back with a shrug. "How about after we finish up here, we head down and see a movie? You and me?"

"Fine, but no trying to cop a feel," Kitty joked, earning another cackle from her best pal.

"If you had any tits, I might," he shot back. Kitty smacked him on the chest, and he just laughed as he batted her hands away.

"Kitty! Bobby!" Hank said. "Try to take this seriously!"

"Very serious, Hank," Bobby said, hands still up to fend off any sneak attacks. "Just lightening the tension before the big mission."

"Seems you might be lightening it a little too much," Hank chided them. "Kitty, I'm sure Bobby deserves it, but save it for after we're out of here. I need him combat-ready."

"Will do," Kitty said while Bobby looked askance at the two of them.

"Unfair," he pronounced. "I'm being victimized."

"Oh, why don't you two just go fuck already?" a cool voice said from across them, and Bobby casually flipped the bird at the newest member of the Junior X-Men, Petra Kristinson. She was everything Kitty hated—a busty, skinny, blonde bimbo with an attitude problem and way too high an opinion of herself.

"Maybe we already have today," Bobby said with a wink. "After all, nothing burns off stress like a quickie in the cargo bay."

"Or we could wait until after the mission," Kitty added with a sage nod. "I mean, why lose the energy and tire ourselves out?"

"You know, we could just fuck right now," Bobby said with a shrug. "I mean, Petra obviously wants to watch, or why would she have said anything? Kitty, you wanna get up on here?"

"Sure thing," Kitty said, scooting closer and even making to swing her leg over Bobby's lap before Petra scoffed and shouted at them.

"You two are disgusting!"

"Hey!" Hank shouted their way again, and this time even Bobby looked a bit abashed, shooting Kitty a nervous smile. "That's enough, you two!"

"Yeah, that's enough," Petra said in a low voice, smirking at them.

"Petra, go eat your actual ass," Bobby told her, and Kitty snickered quietly, not wanting to provoke Hank's ire a third time.

…...

Soon enough, the helicopter touched down in a clearing in a sea of trees, and Kitty peered past Bobby to see an abandoned, overgrown parking lot in the distance. Hank had informed them that their destination today was a disused laboratory that had once belonged to a company called Advanced Idea Mechanics (or AIM), but the company had gone belly-up in the 80s. The building had traded hands numerous times over the years and now apparently belonged to one of Hammer Industries' many subsidiaries. These days, it looked to be collecting dust, the ruined parking lot and dirty, dingy building and its accompanying warehouse looking more like a set from The Walking Dead than any functional building.

"Looks like we should be seeing Rick and Carl hunting for walkers out here," Bobby said quietly as they disembarked the chopper.

"I was literally thinking the same thing just now," Kitty said with a small smile.

"You guys are scary in sync," Lorna said as she stepped up behind them, wiggling her fingers into a pair of yellow gloves. "Sometimes I can see like electromagnetic waves coming off people's brains, and I've never seen two look more alike."

"Is that a compliment or an insult?" Kitty asked, and Lorna shrugged, reaching back to pull her straight blonde hair into a ponytail.

"Observation," she said.

Lorna was...a curiosity. She'd arrived at the X-Manor two years ago under very mysterious circumstances, which wasn't so unusual in and of itself. In fact, other than that, she was a fairly normal and rather friendly girl. She was one of the few people that could put up with Kitty and Bobby's somewhat antisocial tendencies. The strangeness (even by X-Men standards) was her particular power. Lorna, or Polaris, had the power of magnetism, not at all unlike those of Magneto, the Big Bad of the mutant world. When asked about it, she simply said that no mutant power could possibly be unique.

It was a good point.

Still, it was the subject of a great deal of gossip to this day, though there wasn't much to be done about it; Professor X himself vouched for Lorna, and that was that.

"Yo, Petra," a voice said from behind Kitty, and she turned to see Petra striding past him and obviously purposely ignoring Alex Summers as he just as obviously and purposely ignored her ignoring _him_. "Hey, wanna head down to town after this, get a bite?"

"We're about to storm what could be an evil lair stocked with bad guys, and you're asking me on a date?" Petra asked him, quirking an eyebrow. "Why can't you be more like your brother?"

"Oh, I'll get right on that," Alex muttered as Petra made a show of stretching, obviously snubbing him. Alex instead moved to stand next to Kitty. "Kitty, do you happen to have a rod I can ram up my ass? Apparently I need to be more like my brother."

"Ask Bobby," Kitty said. "He's into that sort of thing."

"The less like Scott Summers you are, the better," Bobby told Alex, clapping him on the shoulder. "In fact, maybe you should dye your hair."

"I've been thinking about bleaching it," Alex admitted, picking curiously at one of his dark locks and going cross-eyed trying to look at it.

"Ew, don't bleach," Kitty told him. "You're pale and freckley. If you bleach, follow up and dye it a weird color."

"Egyptian Blue," Bobby said with a firm nod.

"Isn't that the same blue the uniforms used to be?" Alex asked, and Bobby grinned.

"It's a nice color."

"Alright, Junior X-Men, form up," Hank told them, striding from the chopper as the rotors slowed to a halt. "We don't know what kind of surveillance system this place has, so for all we know, whoever's in there could already be alerted to our presence. Heads on a swivel."

"What's the plan?" Bobby asked. "Teams of two?"

"That is exactly the plan," Hank said. "I want everyone to make sure your communicators are on and working, and then we'll split up into pairs and investigate this place. Alex, you're with me, and we'll check out the warehouse. Petra and Lorna, find the basement, take a look. Kitty and Bobby, can you two be serious long enough to investigate the ground floor and upper levels?"

"We always take Mission Mode seriously," Bobby said, and Hank rolled his eyes, meeting Kitty's.

"We'll be good, Hank," Kitty assured her.

"Alright, then," he nodded. "This place is supposedly abandoned, but I want everyone to be on alert. We don't know what kind of security system could be left behind?"

"Check the lawn," Bobby muttered to Kitty. "Maybe there's a sign."

"I don't think ADP does evil lairs," Kitty said.

"Dismissed," Hank said.

…...

"So if this place is abandoned, how do we know it's an evil lair in need of investigation?" Bobby asked as they approached the building, sticking to the surrounding trees where they encroached the rear entrance.

"Mostly local reports," Kitty said. "People missing in the area, homeless people and convicts, no one anyone would really miss enough to investigate too hard. Hank has some kind of algorithm that pieces together news reports, though, and when he found a bunch of missing persons in the tri-county area and an abandoned lab giving off a really crazy energy signature, he figured it was a good investigation opportunity for the team. You'd know all this if you actually paid attention in the briefings."

"I must have stepped out to take a leak during that part," Bobby said.

"That was the whole thing," Kitty insisted. "That was the entire briefing."

"I'd been holding it for a while," Bobby said, pausing near some bushes and peering toward the back entrance, a pair of glass doors immediately followed by heavier-looking security doors. "How much you wanna bet that's locked?"

"Good thing a locked door means nothing to Shadowcat," Kitty told him, and he snorted.

"I thought you were Sprite," he said. "Or was it...didn't you call yourself Ariel?"

"I was bouncing ideas around, but now I'm Shadowcat," Kitty said with a flippant wave of her hand. "We can't all just be handed a name with our powers, Iceman."

"Tell that to Cyclops," Bobby told her. "Seriously, laser eyes equals Cyclops? And he acts like it was the only reasonable choice."

"The less you try to understand Scott Summers, the better," Kitty said, echoing his words from earlier. "At least Alex seems halfway normal."

They crossed the short distance between the trees and the back entrance, Kitty unable to shake the strange feeling of approaching a building that had long since been been abandoned. Old places like this always made her feel strangely out of place, like she was intruding on some secret that no one was left to share.

God, she sounded like every Tumblr poet she hated.

Still, there was apparently a whole community devoted to exploring abandoned places such as this. It was called urban exploration, or urb-ex. In fact, Kitty had to wonder how many of the missing persons this place had claimed had come here to explore and found more than they had bargained for.

"You ready?" she asked, holding a hand behind her, and Bobby grabbed on.

"Take us in, Shadowcat," he said. Kitty took a deep breath, and when she exhaled, she pushed, sending excess mass out and leaving behind only a ghost of a girl, able to walk through walls and phase through anything. A shimmery feeling overtook her, something on the edge of that strange feeling of a limb going dead after sleeping on it for too long. A discomforted noise behind her told her that Bobby was feeling the same thing, though he obviously wasn't as accustomed to the sensation. She took a step forward, carefully making sure not to simply phase right through the ground, and passed directly through the doors leading into the lab, Bobby ambling along behind her.

"I hate this part," he grumbled.

"Don't be a baby," Kitty shot back. Soon enough, they were through the two obstacles, and Kitty resumed her normal density, releasing Bobby's hand. They found themselves in a hallway that looked like it could belong to any old office building, a simple affair of white tiles and painted cinderblock walls. Ahead and to their right was what looked to be a break area of sorts, broken and decrepit tables and chairs arranged in front of a long counter stocked with at least five microwaves, probably so multiple people could heat up their meals at once. Two large fridges sat along another wall, and Kitty found herself wondering how many hundreds of lunches it had hosted, how many loving wives had sent their husbands along with a carefully made sandwich, a Tupperware container filled with last night's leftovers.

She was getting all sentimental again; she needed to focus, damn it.

"It looks so...normal," Bobby observed. "I guess even an evil lair needs a break room."

"No, look at it, though," Kitty said. "This room hasn't been touched in decades. Whoever's squatting here never bothered with this area."

Further along, they passed another door on the left, this one leading to an old and disused office area that was similarly untouched. They poked around briefly, but the dusty desks and crumbling filing cabinets weren't going to tell them any secrets about this place, so they moved on.

"I dunno, if I was a mad scientist, I'd probably hide all the cool shit in some kind of secret basement lab," Bobby said as they rounded a corner, stopping in their tracks at the sight of...a man.

Kitty had been expecting a very stereotypical mad scientist, perhaps a cantankerous old man in disheveled clothing sporting some sort of exaggerated piece of lab equipment like a massive pair of reflective goggles or robot gloves that had fused to his hands or something. He would go on in a really nasally voice with some super archaic accent about how they were interfering with his plans and needed to be neutralized before everything was ruined.

Kitty had heard a lot of villainous monologues in her time.

Instead, she saw just some guy in his twenties, standing in the middle of the hallway. He was handsome, Kitty had to admit, an angular face with dark eyes and a strong jaw accented by a swept-back haircut. He was dressed somewhat unremarkably, a lab coat over a pressed shirt and khakis, but it all pulled together to present a no-nonsense scientist looking politely surprised at their unexpected visit.

"Well, well, I must say that I was not expecting company," the man said. "Not today, anyhow. Most of the youngsters from the area show up on the weekends. They don't come around nearly as much anymore. Probably warned away, no doubt."

"Who are you?" Kitty asked. "What are you doing in this place?"

"Who am I...?" the man asked, seemingly to himself. He looked lost in thought for a moment, smiling at a distant memory. "Well, if you must call me anything, I suppose you could call me...Dr. Moon. I like that as much as any name I've gone by before. As for what I'm doing in this place, I'm afraid not much anymore. It's served its purpose. I was merely getting ready to move a few more things out, and I was going to be done with it. And not a moment too soon, judging from your presence here. I wonder how I manged to attract the X-Men's attention."

"We have a way of nosing into sinister places like this," Bobby said. "You didn't really answer our question, though. What are you doing here?"

"Or what _were _you doing?" Kitty added.

The man called Dr. Moon smiled an indulgent smile at them, shrugging.

"Very well," he said. "I must confess, I haven't really had much in the way of intelligent conversation in some time. My compatriot left some time ago, so it's just been me and my experiments. You two look sharp enough to appreciate what I've done here, though."

"Gosh, I'm flattered," Kitty said, and Dr. Moon chuckled.

"You really should be," he said. "Some time ago, I stumbled across a...secret. Something I believe the very universe was trying to keep from me. But I found it...and I explored it, learned about it...used it."

"And what was this super secret universal truth?" Bobby asked, eyes darting down toward Kitty and then back toward the doctor. The message was clear enough; she would keep an eye on him, and if she showed any signs of aggression, she would take hold of Bobby and phase them through whatever attack he had planned.

"Well...the exact mechanics of it are a trade secret," the doctor told them with a small smile. "The simple truth, though, is that I discovered how to create a perfect human clone. An exact replica, more identical than twins. Throw in my recently-perfected growth acceleration process, and...well, I can pretty much replicate anyone I want."

"So, you made a human copy machine," Kitty surmised.

"And then what?" Bobby asked. "What are you gonna gain from a bunch of copy-pastes of people? Human puppets?"

"That's exactly the plan," Dr. Moon said, sounding pleased that they had figured it out. "Even as we speak, my new lab is being equipped with everything I'll need to not only copy a human body but the mind as well. This is bleeding-edge science, the sort of thing that will revolutionize the way we understand the human mind, thoughts, memories. I'll be able to _make _anyone, to modify them as I see fit. What if tomorrow, all of the members of the Senate suddenly agreed on a controversial new issue? What if an abusive husband could be snatched away and replaced with a new, kinder replacement?"

"Because you obviously want to change the world for the better," Kitty said. "Not control every aspect of people's lives."

"What's the difference?" Dr. Moon said with a shrug. "When one person knows the best way to run things, why shouldn't he take control if he has the means?"

"Well, that's supervillain talk," Bobby said with an air of finality. "We gonna get him or see if we can get more monologue?"

"I think we've heard all we need," Kitty replied. "I don't think even this guy would be dumb enough to tell us where his new lab is. We'll have to find that."

"Beat him up and break into his computers?" Bobby asked.

"Smack and Hack," Kitty nodded, earning a groan from Bobby.

"We are _not_ calling it that."

"You two are just precious," Dr. Moon said with a smile. "You must be quite an effective team with this lovely rapport of yours. I'm afraid, however, that I must disappoint you today. You see, you don't have all of the information. And I haven't played my trump card."

"Now we're playing cards?" Kitty asked him, tensing and peering around when she heard the distant hiss of a large pneumatic door opening, followed by metallic-sounding footsteps. "Bobby, I think we're about to be attacked by a horde of menacing robots."

"Funny, I was thinking the same thing," Bobby told her, holding his hands out toward Dr. Moon, and twin streams of ice shot out at the scientist's feet. "Why don't you stay there while we deal with your – "

He suddenly stopped, and Kitty saw that the ice had seemingly gone directly through the man's ankles. For a moment, she wondered if Dr. Moon had phasing powers as well, but then he simply disappeared, his voice now filling the hallway.

"_Another marvel we've been working on here_," he spoke as the promised robot horde filled the hallway, coming at them from both directions and trapping them in a sea of humanoid soldiers. "_Hologram technology. Nearly indistinguishable from the real thing. Impressive, isn't it? I'm miles from here, at my new location. I need only to send a few more things along, or I'd likely employ another supervillain trope and activate the building's self-destruct mechanism. I wouldn't get my security deposit back, but such risks are commonplace in this line of work_. _In any case, I trust the villainous monologue and robot army are enough to satisfy_."

"At least he's a proper host," Bobby said, peering back at Kitty. "You got this?"

"Yeah, you just keep a perimeter," Kitty told him. "I'll brick 'em."

"Copy that," Bobby said as Kitty shifted on her feet, launching herself at the robot horde.

One of the annoying side-effects Kitty had discovered about her power was that it was an absolute menace to technology. Something about the human body's latent electromagnetic energies or something just didn't sit well with most gadgets, and if she happened to pass through anything more complicated than an egg timer, it shorted out and—more often than not—was bricked beyond repair. As it happened, the X-Men found themselves confronting a number of ill-tempered robots in their line of work.

These days, her power wasn't so annoying.

Spinning and kicking and swinging her arms around, Kitty mused that if it wasn't for the robots, this might be mistaken for a pretty aggressive dance routine. She passed through innumerable robotic chassis, hearing a pitiful warbling bleeping sound echo through the hallway as each one twitched and simply fell to the ground. A few managed to pop off a shot with some sort of built-in plasma weapon, but it simply passed right through Kitty, and Bobby was in full ice mode, his body looking like it was sculpted from the stuff as he fired pillars of frosty doom at the advancing automatons. He was a lot sturdier like this, and if he did get splashed by any stray shots, he showed no discomfort, brushing it off as easily as one might a bit of water.

All told, the whole ordeal was over in minutes, with the bulk of the baddies crumpled on the floor with fancy silicone bricks instead of brains. Bobby had his fair share of shattered, busted, or impaled-on-an-ice-spike foes, but he didn't seem to mind that Kitty was walking away with a higher "score" this time around.

"Beast," Bobby said into his communicator, his voice sounding strangely echoed as Kitty heard it in person and through her earwig. "Come in, Beast. Do you copy?"

"_This is Beast, I copy_," Hank's voice came. "_What's the situation_?"

"We just had a chat with the guy who's been running this place," Bobby said, motioning for Kitty to follow as he hurried down the hallway. "I guess we're dealing with some kind of cloning lab. He's already gone, but it sounds like he's in the process of moving some stuff out."

"_Well, step one is to find whatever he's after_," Hank said. "_If it's important enough for him to come back for, we need to keep it from him at any cost. Besides that, we also need to look for any clues we can find as to his current whereabouts. If you communicated with him, there must be some wireless receiver in the compound. If we find it, maybe we can track the signal he used_."

"It's a longshot, but it's all we have," Kitty said. "Usually the case."

"We'll keep an eye out, Beast," Bobby said. "Iceman and Shadowcat, over and out."

"I heard the doors open and close that he used to get his mechanical boys up here," Kitty said, looking around at the apparently featureless hallways. "That means they must be nearby. If we can find them, I can phase us through them, and that might be a fast-track down to his lab."

"And it was only a few seconds before they were on us," Bobby added. "So it can't really be that far. Hey, look."

He paused, gesturing at a seemingly blank stretch of wall, and it took Kitty a moment to spot what he was seeing. At the base of the wall, twin marks were scraped into the floor, only a few yards apart. They looked fresh—not signs of decades of wear and tear but recent—made perhaps in the process of the wall lifting up to reveal a hidden door. Kitty carefully leaned forward, phasing into the wall. She saw only blackness for a few seconds as she passed through thick steel, but a sense of vertigo kicked in as she emerged into some sort of massive elevator shaft. Small lights were installed all the way down out of sight, illuminating the whole place in a foreboding orange glow, and she could hear a rushing of air, the soft clatter of a distant elevator car traveling a great distance away. She scuttled back and out of the wall, peering up at Bobby, who gave her an expectant look.

"Got it," she said with a grin.

…...

In addition to carting his robot underlings up and down from his hidden lab, Dr. Moon must also have used the elevator for his personal transportation, as there were in fact a call button and floor selector on the other side of the hidden door. Deciding to start at the lowest basement level and work their way up, Kitty selected _Basement-3_, and the elevator whirred downward, speeding past rows and rows of dim orange lights.

"He couldn't spring for some music for the trip?" Bobby asked along the way.

"Maybe he'll have some in his next lair," Kitty said. "He makes like a few improvements each time."

"I want a Keurig in the break room," Bobby nodded.

"Snack machine," Kitty added.

"With healthy options, of course," Bobby pointed out. "Granola bars, mixed nuts and stuff."

"Premium toilet paper in the restrooms," Kitty said. "You know, the cushy, quilted two-ply stuff."

"Maybe even a bidet," Bobby said, and Kitty shook her head.

"No, no, no, save that for the lair after next," she said. "These things have to be gradual."

The elevator soon landed them on the third basement level, and a massive door opened to a long hallway, this one much cleaner and nicer than the decrepit building above. The floor was smooth white tile that gleamed in muted white-blue fluorescent lighting, the walls matching. It was almost too clean, reminding Kitty of her favorite video game, _Portal_. Nothing was this clinically tidy without hiding something sinister, and Dr. Moon had as much as told them about all his dirty laundry.

"Alright, so I've been thinking," Bobby said as they crept out of the elevator, Kitty holding tightly to his hand in case she needed to phase them through a sudden trap.

"What've you been thinking?" she asked him.

"So, Dr. Moon's all about his clones," Bobby went on. "He said he had to pick up something he left behind. What if that something _is_ a clone?"

"Why wouldn't he take that along first, though?" Kitty pointed out, and Bobby shook his head.

"You don't pack the perishables first when you move house," he said. "You make sure the fridge is up and running at the new place and then make another trip. Moony wanted to get all of his stuff set up so he could monitor his clone, probably finish whatever he had planned for it. I get the feeling this trip of his wasn't planned. He must have known there was someone on to him, so he had to get out of here in a hurry, get his stuff set up and then bring along the sensitive merchandise."

"Well, if all of that's true," Kitty said, "and he knows we've probably figured it out, he's probably gonna send every security measure he has at us."

As if on cue, a low rumbling came from the elevator behind them, and they turned to see a few curled chunks of metal falling from higher up, followed by the remnants of another large door not unlike the one that had opened for them on this level.

"That doesn't bode well," Bobby said.

_WHOOM!_

A hulking figure landed in the elevator shaft, and in the light filtering in from beyond it, Kitty made out mottled, scaly yellowed skin and a pair of glowing red eyes. It lumbered forward on all fours, not unlike a gorilla, and Kitty felt her stomach drop. This was no robot she could phase through and brick.

This thing was some sort of demon.

All along its back and arms, bone-like protrusions stuck out of its pale skin, small armored nubs in some places but as long as spikes along its spine. As it leered at them, Kitty saw two short tusks protruding from the sides of its mouth.

"Do you think that's a clone of something?" Bobby asked.

"He really is a mad scientist if he thought the world needed more than one of those," Kitty spoke back, squeezing his hand as the beast began to lumber toward them. "Get ready."

"Oh, trust me," the beast spoke in a rasping guttural voice. "No one's ever ready for the Hobgoblin!"

With that, he lunged. He was fast for his size, bearing down on Bobby and Kitty only just as Kitty phased both of them to intangibility. A massive yellow fist came down and smashed the floor beneath them as Kitty dragged Bobby backward.

"Da hell?" Hobgoblin growled. "Aw, ya got tricks."

"Lots of them," Kitty said, letting go of Bobby and balling her hand into a fist. "Come and find out."

He bellowed out a laugh and surged at her, but Kitty was ready. She lightened herself and ducked through his punch, under his reach. Now right up against his chest, she increased her density, went the opposite direction. Feeling herself get heavier, more powerful, she cocked a fist back and slugged the Hobgoblin directly in the stomach.

"Guck!" the beast hacked as he was sent flying back, and Kitty was rewarded with a shocked expression on his face as it shrank away. Bobby was there next to her in seconds, firing a stream of ice at the floor before he landed and causing him to slip and slide as he tried to regain his footing.

"Hands to the floor," Kitty said, taking off for Hobgoblin.

"Oh, my favorite," Bobby snickered, and as Kitty closed in, she saw the Hobgoblin's hands attempt to push himself to his feet, but they were soon encased in blocks of solid ice, glued to the floor. It wouldn't hold for long, but it would hold for long enough.

Skidding to a halt in front of the goblin beast, she once again cranked up her density, lifting a foot and spinning in a kick to his ugly mug. His head lurched sideways, and she repeated the process from the other direction, watching him stagger as his arms began to crumple under him. The ice cracked a bit, his thick and powerful muscles still managing to resist its hold even in his dazed state.

"Bobby!" Kitty called behind her.

"Hammer time!" Bobby's voice shouted, and he flew over Kitty's head, arms raised and supporting a massive ice cube that was a solid cerulean blue, as compacted and dense as anything Kitty could manage with her fists. He brought the improvised weapon down with a satisfying _whack_ as it collided with the Hobgoblin's skull, and his struggling finally ceased as he was knocked out. Bobby stood, both of them panting in the abrupt ringing silence left after the sudden end of the battle. Kitty peered around to make sure there was no backup waiting in the wings before speaking.

"If you quote MC Hammer in the middle of a fight again, we can't be friends anymore."

"Oh, c'mon, it was thematically appropriate!"

"MC Hammer is never _any_ kind of appropriate," she insisted, setting off down the hallway. "C'mon, if he sent that thing after us, he must really not want us to see whatever's on this floor."

"Or he just really hates us and wants to kill us," Bobby added as he followed close behind.

"There's no reason it can't be both, I guess," Kitty sighed, slowing to a stop as they came upon a large metal door at the end of the hallway. All of the other rooms they had passed bore only empty arches or simple sliding doors, but this was a large beast of a thing. This sort of door was meant to keep things out and probably keep whatever was beyond it inside.

This was the sort of door they were after.

"This looks like a clone lab door," Bobby said, and Kitty nodded, holding out her hand without a word. Bobby took it, and she stepped them forward, right through the solid metal. There was a long moment of darkness, a telling indicator of how very thick the thing was, and they soon emerged onto the other side, Kitty blinking at a sudden blinding light.

The whole lab was...singularly unwelcoming. A massive light fixture hung lowly from the high ceiling, illuminating the whole place in stark, bright light that cast angular shadows over the pair. Along the wall to their right, a computer console took up the whole wall, an array of various-sized screens showing all manner of readouts and scrolling walls of text. To their left, Kitty saw shelves and shelves of equipment, materials, PPE, the sort of chaotic setup that Hank loved to employ. She would be hard-pressed to find anything in that mess, but Dr. Moon probably knew exactly where everything was.

The real prize, though, was located directly across from them. All along the far wall, eight large cylindrical tanks were neatly arranged, but only one of them seemed to be in use. Kitty and Bobby approached the third tank from the left, which was filled with a translucent red liquid. Inside, through the glass, the pair could see a floating figure, one that had Bobby averting his eyes with a flustered sigh.

"Okay," he said. "We found Dr. Moon's child bride."

"This is just...sick," Kitty noted.

In the tank, there floated a girl no older than Kitty, who was only just fifteen herself. She was completely nude-the source of Bobby's discomfort-and she seemed to be asleep or simply not "active" yet. A few tubes and whatnot appeared to be hooked into her in various places, likely some manner of life-support system. Kitty peered around, hurrying over to the wall of monitors and peering at them. Various readouts and vitals were listed, and one screen was quietly beeping with the words _'MENTAL SYNCHRONIZATION FAILED'_ imposed in large red block letters. Clearly, Dr. Moon's efforts at rewriting minds were only in their infancy, and he hadn't quite nailed the process down with this one. But what did that mean? If they somehow found a way to wake the girl up, would she be cognizant? Or would she just be some empty shell, maybe even a feral human?

Another screen caught her attention, similar block letters announcing '_NUTRIENT ARRAY DEPLETED—Growth acceleration has been halted.'_. That one was fairly easy to decipher. Fifteen was a bit young, but a few more years, and, well...at least it was somewhat socially acceptable. Dr. Moon had probably been in the process of creating a clone wife or something before his sudden need to bug out had interrupted his plans. No wonder he was so zealous in his efforts to stop them; Kitty had known more than a few of the socially reclusive types that had convinced themselves that their detachment from societal norms wasn't their fault and shifted the blame to just about everyone else in the world.

This wasn't the type of person that would have any sort of success on Tinder.

"What did you find?" Bobby asked, coming up behind her, and Kitty shook her head.

"He was shopping at Build-A-Bride," she said. "It looks like we interrupted him. Or someone did. Either way, she might not last much longer. The nutrient array is depleted, and – "

"Humans need nutrients," Bobby said. Kitty watched as his eyes scanned the screens in front of them, fixing on a certain one. "Hey, what about this one? 'Press F4 to begin naturalization sequence.'? That sounds promising."

"Bobby, wait – "

By the time she spoke, though, Bobby had already pressed the key in question, setting off a buzzing alarm over their heads. Kitty glared up at Bobby with wide eyes as the tank containing Dr. Moon's would-be bride shuddered and began to drain, the red fluid sinking lower and lower to expose her face, her shoulders, her chest.

"Bobby, what the fuck!?" she yelled at him, and Bobby held up his hands.

"You said she might not last longer!" he insisted. "I found a button and I pushed it!"

"You don't just _push_ the button you found in an evil lab!" Kitty sighed, hurrying over to where the tank was now beginning some kind of rinse cycle, washing the red goo off of the girl before slowly lowering itself down so she was lying flat. The various tubes and needles slowly retracted themselves next, cutting the umbilical cord so to speak. "Find her something to wear, alright?"

"Something to wear," Bobby repeated, hurrying away. In front of Kitty, the tube hissed softly before the front folded away, a cloud of steam issuing forth. Approaching slowly, Kitty peered down at the girl, who looked to be nothing more than asleep. Upon closer inspection, she was...sort of cute. She was slim, looked to be a bit taller than Kitty, and her long hair was a pretty dark brown, though once it dried it would probably lighten by a few shades.

She also had vibrantly blue eyes, which Kitty found out when they snapped open suddenly enough that she jumped a bit. The girl's pupils were wide, but they narrowed as her gaze landed on Kitty. It was only Kitty's general unconscious tendency to preemptively go intangible in a potentially dangerous situation that saved her from getting a palm heel strike to the chest, and in a blur of movement, their new friend was suddenly leaping into the air.

Really, really high into the air.

"What the fuuuuck?" Bobby asked, turning to see the large light fixture hanging above them swaying as the girl clung to the ceiling above it. Glaring down at them, she looked frantically around the room and then down at herself.

"Okay, where am I, and where are my clothes?" she asked, which were two pretty understandable questions, given the circumstances. "You couldn't just..."

She trailed off as she spoke, and Kitty and Bobby could only watch in awe as her expression shifted from guarded to utter terror in a split-second. Her gaze left them for long enough to study her own body, a hand coming free to frantically poke along her torso and chest.

"What did you do to me!?" she shouted, dropping back to the floor and stalking toward Kitty with fury in her gaze. "What the fuck kind of sick joke is this!?"

"Whoa, whoa, we're here to rescue you!" Kitty said, glancing sidelong at Bobby, who seemed completely at a loss. Kitty could sympathize; for what should have been an empty shell of a human being, this girl was displaying a remarkable amount of individuality and emotion. "We're the X-Men? Do you know what the X-Men are?"

That brought her up short, at least. She paused and took in their uniforms, glancing between them. When her gaze landed on Bobby, Kitty saw recognition in her eyes.

"You're Iceman," she said. "And..."

"Shadowcat," Kitty said. "Why don't you tell us your name?"

She stared for a long moment, beginning to tremble as her eyes darted around the lab. As quickly as the rage and terror had flared up in her expression, it faded, leaving her wide-eyed and looking...quite a bit lost. Kitty had to fight the urge to hug her for a moment as the girl's arms wrapped around herself, and she took a deep breath.

"I'm...Peter."


	2. Cry Havoc

**Summary for the Chapter:**

> This is a short one, or short compared to the old days when my chapters were 15,000 plus words long. Those were daunting lengths, so I guess it would probably behoove me to trim them up once in a while. Suffice to say I have enough leftover material that I'll have a good jump on the next chapter already.
> 
> Some of this is recycled content from my last attempt to write a sequel to Project Solstice: SSF, so if you notice a slight tonal change, I hope it's not too jarring.

"We have reached our cruising altitude," Hank said with a smarmy smile. "You are now free to move about the cabin."

"Are you gonna say that _every_ time we take off after a mission?" Alex asked. He gave a roll of his eyes and shot the new girl a smile that made Kitty immediately regret the seating arrangement aboard the chopper. Watching Alex turn his most winning grin toward their new passenger, she unfastened her seatbelt (phasing through it would have been more effective but made it quite a chore to put back on in a pinch), but not in enough time. "Hi. I'm Alex. Call me Havok."

"No one actually calls him him that," Kitty said, approaching. "Alex, we just rescued her from the dark and sinister clone lab, and you're hitting on her?"

"I was introducing myself," Alex said defensively.

"If you're talking to a girl, you're hitting on her," Bobby called from the seat next to Hank, and Kitty quirked an eyebrow at Alex. Outnumbered, he simply rolled his eyes but said nothing more. Kitty smiled down at…well, she had called herself Peter, but they hadn't gotten much else out of her. And Peter wasn't even a female _nick_name, as far as Kitty knew.

"Hey. Let's get you some proper clothes, okay?"

They had wrapped her in a lab coat and made sure to button it up to preserve her modesty, but it was about an hour flight, and the last thing Kitty wanted to do to this poor girl was force her to sit next to Alex Summers for an hour in cramped conditions with only an ill-fitting lab coat to cover up with. The girl (Kitty simply _couldn't_ assign the name Peter to her) undid her seatbelt with some trouble and stood to follow Kitty without a word.

There was a small partition set into the back of the chopper, the last couple of rows of seats having been gutted to make room for a closet-sized bathroom. The two girls could fit, but just barely. Once inside, Kitty sat the girl down on the toilet seat while she rummaged around in a locker right next to it. There were spare uniforms for all of them, and the fact that the team was mostly female worked in their favor, as Kitty was able to find one that would fit the girl at least well enough.

"The suits are designed to be worn with nothing underneath," Kitty said, passing it to the girl. "They lift and support and everything. Don't worry, we wash them very thoroughly after every mission."

That got a small laugh from the girl, accompanied by a slight smile that Kitty found…actually rather cute. Obligingly, she turned her back, hearing the soft rustle of fabric as the girl doffed her lab coat. Kitty had just long enough to muse that she was offering this girl privacy but had already seen every inch of her, but that was the sort of thing you didn't say out loud in this sort of situation.

"Guess you didn't need to really turn around, though," the girl said, and Kitty smiled to herself as she heard the whir of the zipper, turning to meet those bright blue eyes once she was sure all the naughty bits were covered. The girl wriggled a bit before reaching back and tugging her hair out of the collar, letting straight, dark brown locks spill down her back. "Jeez. I have too much hair. This is ridiculous."

"I think it looks gorgeous," Kitty said. She almost asked how long it had taken to grow, but she caught herself, realizing how silly the question was. Casting around for a different topic, she came up short. What was there to talk about with a girl that had been born half an hour ago? She seemed to have some memories in there, though. In any case, the girl who called herself Peter didn't look eager to rejoin the others, resuming her seat on the toilet and giving the occasional squirm.

"Does it fit okay?" Kitty asked. Figuring they'd be here at least until someone needed the head, she leaned against the hand sink and smiled at the girl.

"No, yeah, it fits fine," she said hurriedly. "Um…where are we?"

"Well, right now, we're on the way back to the X-Manor," Kitty said. "We found you in a hidden cloning facility outside of…Pemberton? Pembrook, New Jersey. Definitely Pembrook."

"A clone would make sense," she said after a pause, looking down at herself for a prolonged moment. "Not sure why I turned out like…this."

A suspicion was beginning to form in Kitty's mind….

"You said your name is Peter," she said. "So…."

"My name is Peter Parker," she said, the words seeming to tumble out of her mouth. "I live in in Forest Hills, Queens. I go to Midtown High, and I'm starting my sophomore year in September. And up until like an hour ago, I definitely remember being male. So if you found me in a cloning lab, I think…. Fuck, it's too trippy to even say it."

"You were cloned, or - like, the…_original_ you was cloned, but that clone turned out female?" Kitty suggested. "But how did it - I mean, _you_, get all your original memories? You have all of them? Or is it like fuzzy?"

"It's so clear, I'd…if I just woke up like this, I'd think I'd been mind-swapped or something with some girl," she said, turning her gaze up to meet Kitty's eyes with her own. They were just too _blue_! Kitty felt her face heating up a bit at the prolonged eye contact and had to look away.

"That's gotta be…weird, though," Kitty said. "As far as your memories are concerned, you're a…boy in a girl's body."

"It's like that one episode of every cartoon ever, but they leave out all the implications it has as far as, uh…the intricacies are concerned," the girl said.

"You mean your penis is now a vagina?" Kitty said, prompting a shocked laugh.

"Well…why beat around the bush?" she asked with a shrug and a smile Kitty could only call impish.

"Oh, Bobby's gonna love you."

…...

"_The Xavier family is one of the oldest families in the state of New York, and in fact their genealogy can be traced back to the early days of the United States, when Carlos Xabier left his life as a Spanish conquistador behind to settle in the New World with the love of his life, an Irish immigrant named Frances._

"_The Xavier family has always known its share of eccentric heads, and each one has seen fit to put the palatial Xavier Manor to his own unique use. The robust Colonial-style building has served as a library, a scientific research center, and even a Prohibition-Era brewery. But its most important mission is one its only embarked on in the past decade."_

"Now this is the bit where I'm a little stuck," Henry said, spinning away from his computer screen to face Kitty. "Because there's a lot to work in."

"Well, first of all, Hank, can I just say that you have the smoothest narrator voice I think I've ever heard?" Kitty told him with a wink. "You should do ASMR videos on YouTube."

"...What?"

"It's demented whisper porn," Bobby said from next to her. "Y'know, Hank, why not cut into like a shot of Xavier sitting in front of a bookshelf or something and like have him explain the next bit himself? Like, 'I saw the suffering and persecution mutants were facing blah-blah, so I built a school campus on this ridiculously huge forest my family owns.'?"

"That's…not a bad idea, actually," Henry said thoughtfully, a hand coming up to stroke his baby-smooth chin. "Maybe we could go up in the chopper and take some aerial shots of the classrooms and the new dormitories."

"You're really taking this seriously," Kitty pointed out, impressed. "I mean, this is just going up on the site, isn't it?"

"Right on the main page," Henry nodded. "With luck, we can put together a comprehensive presentation that will actually explain to people what the Xavier School and the X-Men stand for. I'm sure the curious have read stories or seen old news reports or even those ridiculous conspiracy videos on YouTube."

"What, like we're some kind of mutant factory using government secrets to _create_ mutants?" Bobby asked.

"I saw that one," Kitty told him. "It had me convinced for a bit."

"The fact is, there's very little information out there pertaining to mutants that isn't muddled up in politics or personal agendas or doesn't come in the form of a scientific dissertation," Henry went on. "This video is intended to explain _who_ we are and not just _what_ we are."

"That's sort of beautiful, Henry," Kitty said with a smile at him.

"Well, if the Cerebro computer's projections are right or even close to right, we're going to see a lot more mutants emerging in the next several years," Hank said. "There's a big change coming, and if we can present ourselves not only as a place for mutants to learn but also as the face of mutant interests, we can spin this into something really good."

They tweaked a few technical details on the video (Henry was good with lab equipment but terrible with video-editing software, hence Kitty's presence), and Henry set off minutes later to track down Piotr Rasputin and see if he was free for an afternoon helicopter ride. Piotr had come to them all the way from Russia, where he and his little sister had done helicopter tours for visitors to their little part of the nation. This left Kity and Bobby to fill their lazy summer afternoon with whatever distractions the X-Manor could provide.

Nearly thirty years ago, Charles Xavier had been little more than another mutant, someone born with powers far above and beyond those of a normal human. Back then, mutants had been a rarity among rarities, winners of a genetic lottery with the prize being abilities ranging from the extremely handy to the downright dangerous. Looking for someone to connect to, to share this strange experience, he had searched the world over for other mutants and invited them back to his home to live in safety and peace away from a world that didn't understand or accept them.

Nowadays, the Xavier School for Mutants was well over a hundred strong in its attendance, and with the addition of dormitories and an education outbuilding, it was starting to resemble a real private education facility. Mutants were growing so increasingly common that there were now estimates putting the human-mutant ratio at four-to-one.

This was, according to Charles Xavier, an important time for their kind.

"You hear anything more about the new girl?" Bobby asked as they walked the grounds of the school. Students milled around them, the year-rounders that didn't have families to go back home to over the summer or had powers that were simply too dangerous to spend any amount of time away from a facility equipped to help keep them from hurting anyone.

"Hank ran a bunch of tests on her, and I think he even got Jean to poke around in her head," Kitty said. "She's legit. Her genetic structure is perfectly human, and she only has a few traces of the clone juice we found her in. Even that's starting to leave her system, though."

"And her brain?" Bobby asked. "I heard she has, uh…guy memories."

"Jean says the memories are real," Kitty said. "No traces of implantation or tampering, and she's really good at spotting that after hanging out with Logan. It's like they were already there when her brain was formed, like they…occurred naturally."

"How is that even possible?" Bobby asked. "I mean, that's the kind of stuff that happens on TV to add an extra layer of angst to cloning stories. Whatever Dr. Moon was trying to claim, you can't just copy-paste memories into a brain."

"Jean said the memories were…stringy," Kitty said. "Like they were connected to…something. But she only felt it for a moment."

"That's ominous," Bobby observed. "So where is our girl? What's her name?"

"She said her name was - "

"Riley," a voice spoke behind them, and Kitty turned to see that the new girl had found herself some more casual clothes. The basic athletic attire of black sweats printed with the words _Xavier School_ in blocky font up one leg and a yellow tank top gave the impression that she was just another X-Kid out for a jog, though her hair was still loose around her shoulders. A hair tie was wrapped around her wrist, and judging from the frazzled state of her hair, it seemed there had been a few failed attempts at a ponytail.

"Do you need help with - "

"Yes," Peter-now-Riley said immediately. Stifling a giggle, Kitty obligingly took the hair tie and gripped a handful of hair (so thick and full!), pulling it into a ponytail for her. "But I'm…Riley now. I wanna kinda keep the clone thing under wraps because…I'm already freaking out about it. I don't want anyone else not knowing how to deal with it."

"How are _you_ dealing with it?" Kitty asked. "It's a lot to process."

"I'm just crushing it all down under a veneer of disaffected apathy while I get my bearings," Riley said. "I've got a tentative emotional breakdown scheduled for tonight or tomorrow, though."

"That's a perfectly healthy and rational outlook," Bobby said with a sage nod. "Want some ice cream?"

"Do I ever."

…...

The Xavier school boasted some of the most luxurious dormitories Kitty had ever seen, the kind seen in a private school on a television show or movie. When she had first arrived at the school, she had honestly thought that the place had once belonged to the Kennedy family or something, but JFK only _wished _he'd been an Xavier.

Riley seemed to be of the same mind, based on the way she looked around in utter awe as Kitty walked her through the dormitories. A tour had of course been conducted, showing the new arrival the grounds, the various educational buildings, and even Hank's lab. It hadn't escaped Kitty, the way Riley's eyes had lit up when shown all of the scientific instruments and machines the Beast employed in his pursuits, and she made a note to talk shop with the girl later, once she was settled in.

For now, Riley needed some sort of stability - a place to rest her head - and Kitty was happy to provide.

"You don't have any problems bunking with me, knowing I was…well, I remember being a guy?" she asked, sitting cross-legged on her newly-claimed bed and peering curiously across the room at Kitty. It was well past curfew, though lights-out had been extended to midnight for the summer. It had been decided that Riley would stay with the X-Men for the foreseeable future, until her affairs could be put in order.

Given that she didn't even _have_ affairs, it would be some time before Hank could actually convince the world that she existed.

"Well, it makes the most sense," Kitty said. "Bobby and I are the only ones that know about the whole clone thing; everyone else just thinks you were being held prisoner down there. I don't mind you crashing here. You seem pretty cool, and honestly…you're kind of fascinating."

"I'm…fascinating?" Riley asked.

"Well, I know this is sort of a traumatic time for you," Kitty began in an apologetic tone, "but it's still…well, this is unprecedented, you know? Obviously, I wanna help you through this girl-clone thing, but I also just need to understand how it happened. How did you somehow end up with a full copy of your original self's memories? It obviously wasn't Dr. Moon's plan, so it just…happened that way. Plus,there's the whole jumping fifteen feet in the air and sticking to a ceiling when we found you."

"Oh…yeah, I did that, didn't I?" Riley asked with a sheepish smile, and Kitty just couldn't get over how cute she was! This was going to be a problem!

"I guess it makes sense to try to clone Spider-Man and mold his brain into being your own personal minion, but was the gender swap an accident or on purpose?" Kitty asked, figuring they were past pretending it hadn't happened.

"Either way, I'm gonna try not to ever think about that, ever again," Riley said, glancing pointedly over Kitty's shoulder. Kitty turned, smiling when she saw one of the many Spider-Man posters she had adorned her walls with. "A fan?"

"I've been trying not to geek out on you too hard because this is obviously not your best day," Kitty admitted, though hearing even an indirect confirmation that she was dealing with Spider-Man in the (cloned, gender-swapped) flesh was exciting. "And…listen, Bobby and I joke, but if you need to unload or process all of this, let me know, okay?"

Riley sighed, turning to stare out at the warm summer evening. For a long moment, it was silent but for the sounds of bugs chirring away into the night, the occasional bird call disturbing their noise. She could hear the distant hum of activity in the manor along with some thumping music, likely another slumber party in Petra's room.

Kitty never merited an invite.

"It hasn't hit yet," her new bunkmate said at last. "I guess…. I still think I'm gonna wake up and this'll all be a weird dream, or…Iron Man's gonna swoop in and scoop me up and take me back to my life. But I - "

She went suddenly still and silent, her expression freezing in that "keep-it-together" look Kitty had seen so many times. When a new student came in with a troubled past or a volatile new power - when their whole lives had crumbled out from under them - they often had the look of someone who had been forced to very quickly adapt to new circumstances, usually faster than they had been able to keep up. Finally left alone with some time to really process the gauntlet that they had just run, they tended to lock up as their brain was, for lack of a better term, overclocked.

Riley's emotional load was a bit more intense than most (though sadly not by much), and it seemed the full brunt of it was starting to settle onto her, now that the still, silent night had nothing left to distract her with. Kitty watched her face morph from shock to hopelessness and finally to grim resignation.

"It's just a little…surreal, I guess," she said, trying for affected casualness, but there was a tremor in her voice that made Kitty ache to hear. "I'm not…me. The real me is back in New York, living his life. And I'm just…here."

"Well, here is pretty nice, too," Kitty said with a little shrug, not sure how else to help her than to at least make her see that her current lot wasn't _bad_. "You're welcome to stay, and I'm sure Hank would let you become a Junior X-Man."

Riley was silent for a long moment, and Kitty had a feeling she was done pondering her unusual situation for now. Kitty cast around for a change of subject, settling on the opposite end of the bed.

"Where did you get the name Riley?" she asked, and Riley looked up, smiling sadly.

"It's…my aunt's maiden name," she said. "My aunt and uncle raised me. Growing up, they were…basically my parents."

"Well, that's a nice way to pick like a…significant name," Kitty said, deciding not to question what had happened to Peter Parker's actual parents. That seemed to be another tragedy in and of itself. "You got a last name?"

"Benson," Riley told her. "Riley May Benson. Ben is…my uncle's name."

Abruptly, Kitty realized just how much more lonesome Riley must have been compared to the average new recruit. She hadn't just left a family behind, she had been removed entirely from her life, her friendships, even her original body and gender. And there was no going back, because as far as the world was concerned, Peter had never left. There was just also Riley now, an extra, a copy with no niche to fill. Add to that some serious gender dysphoria, and Kitty just wanted to hug the poor thing.

So she did.

"Um," Riley said with a bashful little laugh as Kitty wrapped her in a hug. "Sorry, I'm over here being depressing - "

"You're apologizing for your tragic backstory?" Kitty asked, snickering. "Don't worry, we're used to depressing around here. Or embarrassing power discovery stories. We have a _lot _of those."

"Do _you_ have an embarrassing power discovery story?"

"In fact I do," Kitty said, wincing at the memory. "Dodgeball. Gretchen Gruenhagen and her fucking huge German-engineered muscles start hucking balls at me, and like…she leaves imprints behind when she hits you, so your arm is like stamped with the Rhino brand, you know? I'm the only one left not out, and they start coordinating, throwing a ball so I have to dodge out of the way and then like throwing a ball _where _I dodge. But it never hits me. It goes _through_ me. Gretchen winds up, and I think I have this thing figured out…and I phase through my gym shorts."

"Oh no!" Riley gasped, laughing and smiling a wide, toothy grin of such pure mirth that Kitty found her own humiliation at the memory ebbing in light of the fact that she had coaxed some genuine happiness out of the girl.

"Yeah, lucky my school had separate classes for boys and girls, so it was just a bunch of girls that saw my Hello Kitty panties," Kitty said. "But yeah, you can bet everyone greeted me for months afterward with 'Hello, Kitty!' and like this shit-eating grin."

"I've never understood that phrase, though," Riley said. "If I was eating shit, I would not be grinning."

"I…you know, you're right," Kitty said with a tilt of her head. "I've been using that phrase for years and never really thought about the implications."

"Right?" Riley grinned. She looked up at Kitty with those baby-blue eyes. "Harry always used to - "

Abruptly, she stopped, and Kitty felt the good cheer in the room dissolve as Riley's face fell. Kitty could see Riley trying to take a few deep breaths, but as she turned her gaze downward, those blue eyes were swimming with tears, and a few drops fell onto her sweats. She'd known this moment was coming, but that didn't make it any less heartbreaking to see as that veneer Riley had been talking about crumbled. Whoever Harry was, mentioning his name had brought all of the painful memories to the surface, the moments as Peter Parker that Riley wasn't ready to say goodbye to but now all of a sudden had to.

She was already right next to Riley, so she pulled her in for another hug.

"Harry's…my best friend," she said. "We've been pals since we were like seven years old. Us and…Gwen."

The way she said Gwen's name implied all Kitty needed to know. Girlfriend.

"I'm sorry," Kitty said after a prolonged moment of silence. She didn't know what else to say. There wasn't really anything _to_ say in this sort of situation. "I'm…really sorry."

Riley quietly cried into Kitty's shoulder, and Kitty could only hope that wherever Peter Parker was, he was enjoying himself.

…...

"_Sir, Peter Parker has fallen asleep_," Jarvis's voice spoke, jolting Tony from where he'd been staring unseeingly at his phone 'd been reading another article about Peter's accident-it was mostly baseless speculation, but he liked to see if anyone was guessing a little too close to the truth once in a while. Standing and stretching a stiff back - how long had he been here? - he made his way across the small observation deck to peer down at Peter.

"How's he doing?" a gently accented voice asked quietly as someone strode in behind Tony.

Curt Connors was the movie definition of an older scientist type. He had rugged features dusted with a stubble of a beard that seemed to never seemed to leave him no matter how often he shaved, and his hair was close-cropped and a nondescript sandy brown color. While it wasn't obvious at a glance, he bore a robotic right arm that Tony himself had designed, putting to rest a few ill-advised notions Curt had had about regrowing limbs using lizard DNA.

Tony still gave him some grief for that once in a while.

"Finally got him to sleep," Tony said. "All it took was a few hours of lofi hip-hop from YouTube."

"I'll pretend I know what that means," Curt said. His English accent hadn't entirely faded, but it was much more subtle than when he had first met Norman Osborn years ago, so Norman said. He leaned against the small ledge of the observation window and peered through. Down below, the boy himself was strapped to the same table as before, though the lights were down and Tony had had Jarvis pipe in some soothing music while he attempted to sleep.

"Still dealing with some extremely sharp mood swings," Tony said. "One minute he's chatting with Jarvis, the next he's screaming, demanding to be let go. I think we're dealing with some kind of dissociative disorder."

"I thought that might be the case," Connors said with a sigh. "I've watched the footage. He seems to have no recognition of himself or his surroundings during his episodes. Is he displaying any indication that there's a multiple personality present?"

"We don't really get a lot out of him," Tony said. "Could just be some sort of manic episode."

"That's true," Connors agreed. "But there are a few troubling details. Have you talked to May yet?"

"Gwen and Mary Jane are going over to the Parker household tonight to break the news," Tony said grimly. "How do you even deal with that?"

"She's been through so much already," Connors shook his head. "This could break her."

"It'll be a lot easier for her to cope if we have a cure on the way," Tony pointed out. "Is the bloodwork back?"

"We've isolated the compound itself," Connors said, holding up a file. "But some of these ingredients, I've never seen before. We've no way of working on an antitoxin until we've identified them all."

"May I, Dr. Connors?" a voice spoke at the door, and they both looked over to see Norman joining them. Norman Osborn was proof that a man in his forties could still be in the prime of life. Regular visits to one of his private workout rooms had kept him in the peak of fitness, and with his short reddish hair swept back away from his powerful features, he was handsome in an old-fashioned, Greek sort of way. Add to that a stern but paternal nature, and Tony had found some competition in the Hot Boss category.

Not that a little healthy competition wasn't good sometimes.

Curt handed the file to Norman, who studied Peter as he opened it before glancing down. Tony watched his eyes skim quickly along the test results, widening after a moment.

"This compound," he said, pointing to a string of letters and numbers that Tony couldn't make heads or tails of. He was only conversationally able to keep up with the chemistry side of science, and long diagrams detailing twisting chemical cocktails weren't quite his forte. "This is…."

"Promachloraperazine," Curt said. "Back in the 90s, it was used to treat anxiety and schizophrenia, but it was discontinued in favor of prochlorperazine, due to side effects including - "

"Sharp mood swings, violent outbursts, and dramatically heightened aggression," Norman said, staring out the window again. "When paired with other medications, effects similar to bipolar disorder can occur, and schizophrenia symptoms can in fact worsen."

"That about checks all the boxes," Tony said. "You familiar with this particular mixture?"

"I was part of the medical study that ended up banning it," Norman said. "It was part of my senior thesis."

"That's an incredible coincidence," Tony observed. "Or a villain origin story."

"Jarvis," Norman said. "Search and compile everything you can about a man named Mendel Stromm. Anywhere and everywhere you can find it."

"_At once, Mr. Osborn_," Jarvis said. "_Sir, Peter Parker is_ \- "

"AAAAAAAGH!"

"Awake?" Tony asked, hurrying to the window with the other two close behind. Down below, Peter was thrashing against his binds. "Jarvis, lights."

As the lights slowly rose in the room, Tony could see the strain in Peter's body as every muscle tensed and pulled at the manacles holding him in place.

"NO! LET ME GO! LET ME - ngh, Tony!"

"Pete? That you?" Tony asked into the intercom.

"I'm trying, Tony, I'm…" he tensed, letting a strained groan. "Don't let him get me. Don't let him use me a-against you."

"Who?" Tony asked. "Who else is in there with you?"

"I-It's like…me, but if…I just didn't care," Peter said. "About…people, about lives. He's…after what I'm after, but the things he'll do to get it are…. You can't let him get out of here Tony, you can't let me…."

"Pete, those manacles could hold back Harry on his worst day," Tony said, and Peter was quiet for a moment, breathing heavily as though he'd run a dead sprint.

"It's not enough," he said with a shake of his head. "I've never told you this, but…I pull my punches."

He heaved against the manacles this time, and Tony watched his eyes flicker open and shut several times. When Peter spoke again, the groan of straining metal nearly drowned out his words.

"How's that for a fuckin' one-liner, am I right?"

_Chung! Chung!_

"Jarvis, containment procedures!" Tony said as they watch Peter yank free of the bed.

"_Those _were_ the containment procedures, sir_," Jarvis said dryly, though with a hint of urgency in his synthetic voice. "_I will make efforts to hold him back and evacuate the building_."

"Suit up," Tony said to Norman before turning to Curt. "Call Carol."

And then the glass of the observation booth shattered as Peter came bursting in.

…...

Walking through Forest Hills on a peaceful summer evening was supposed to be a romantic experience, or at least that had been the plan for Gwen. There were of course more desirable locations for a moonlit walk, but Ingram Street held a lot of memories for her and for Peter, a literal stroll along memory lane.

Now all it served to do was remind Gwen of what she may have lost.

But Peter was alive, she reminded herself. He was stable, and they just needed to figure out what was going on with the toxin he'd been dosed with. Tony was optimistic that he'd be okay, but she couldn't shake the feeling that something, _something_ was going to go wrong. For hours, it had been plaguing her, a dread like she'd forgotten something and it was _not_ a good thing.

"Is Aunt May home?" Mary Jane asked as they approached the Parker household. Aunt May's car was conspicuously absent from the drive (the garage served as nothing more than a storage shed these days), and the house was dark. "Shit, what time is it?"

"Oh, damn it," Gwen sighed. "She might not even be home from F.E.A.S.T. yet."

"I forgot she was doing that now," MJ sighed. "What time is it? My phone's dead."

Gwen reached into her pocket, but she found only lint; she'd gotten ready to go in such a hurry after hearing about Peter's situation, she'd forgotten all of her essentials. Dad was out late, and the house was probably locked up, though she knew where the spare key was hidden. At the very least, they would need a functioning phone to get a hold of Aunt May or in case of any updates on Peter's situation.

"Let's just make a pit-stop at my place," Gwen said, veering off down the little footpath approaching her house, which was situated right next door to Peter's.

He often called her his "own personal girl next door", which was so stupid and cheesy and she missed him so much….

Shaking off her melancholy thoughts, Gwen made her way up the steps to her porch, grabbing the spare key from its hiding place under a ceramic turtle on the porch and using it to let them into her sparsely furnished house. Dad wasn't much of an interior decorator, and Gwen had simply never found the time or energy to try to do so herself. This resulted in a house that was laid out almost exactly the same as Peter's next door but almost comically barren compared to the Parker household, packed as it was with decades' worth of accumulated knick-knacks. Gwen wasn't sure which she preferred, honestly. The minimalist Stacy household was clean and easy to keep, but Peter's place felt cozy, lived-in. Perhaps they both had their charms.

As MJ shut the door behind her, Gwen stopped dead in the entryway.

Spider-sense, more of a crescendo to the low-humming buzz she'd had in her head all day, a spike of energy. She held out a hand to stop MJ from walking deeper into the house, feeling a well of panic. Someone had gotten into her house? But who? As far as she knew, their secret identities were still a secret. And if any of their friends had had a reason to visit, they would have announced themselves, left a light on.

So who -

"Gwen," a voice said, barely louder than a whisper and almost inaudible over the air-conditioner humming away. But Gwen knew it instantly, and she spun so fast she heard a barely-audible gasp from MJ as she fixed her gaze on -

"Peter?" she asked, her voice shaking as she spoke. She could barely believe it after the day she'd had, but there he was, sitting at her kitchen table, in Dad's chair. Her relief at the sight of him was almost a physical weight off her shoulders. "You…what are you doing here?"

"Are you okay?" MJ asked. "Did they fix you? You still look…kinda not a hundred percent."

On closer inspection, he did look…worn. He was wearing clean clothes - a set he had stashed at Gwen's place just in case - but his hair was a mess, and he was pale, even more so than usual. His eyes were wide, glinting white in the semidarkness. Gwen reached for the light switch, but Peter was on his feet and standing next to her before she could even track the movement, pressing her hand back down.

"No lights, okay?" he said, and even the way he spoke was a little…off. His speech was shaky, halting, like he was constantly seconds from shouting and trying to keep his calm. "Look, I came here because I need your help. Oscorp is…compromised. I think Tony and Norman are being…mind-controlled or something by Hydra. They think that bomb that got me had some kind of aerosol toxin in it or something that made me lose my mind."

"But…Pete, we saw you in there," MJ said. "On that bed. You were acting…well, a little scary, to be honest."

"I was disoriented from the blast, that's all," Peter said with a rapid shake of his head, like he was trying to dislodge of a bug. "I mean, the last time I was knocked out in a battle, I woke up in Doc Ock's secret murder lab. I was just tired of waking up in strange places, you know?"

The words made sense, and it sure sounded like Peter. He even had that boyishly handsome smile that he got sometimes. But his voice was still…off, and Gwen's spider-sense hadn't stop buzzing since they'd walked through the door.

"Peter," she said, reaching slowly up to take Pete's chin. "Look at me."

She pulled his eyes to hers, staring into those baby blues, those heartbreakingly pretty eyes of his. Gwen's were such a boring, dull gray; she often expressed jealousy at Peter's gorgeous eyes, which was always a surefire way of getting him all flustered and embarrassed. Now, as she stared him down, she saw something…different. Or some_one_ different. Someone cold, sinister, wearing a Peter mask. She felt Peter try to look away, but she managed to hold him in place.

"Peter," she said again, firmly this time. "Look. At. Me."

He blinked, and just like that, he was back. Her Peter stared at her with eyes wide in fear, shining tears threatening to spill out.

"Gwen," he said, sounding like himself but hoarse with emotion, with despair. "Gwen, don't…don't listen to a thing he says. He's lying, he's trying to…to trick you. He has a symbiote. Like Venom. He has a red one he stole from Oscorp."

"Who?" Gwen asked, her heart dropping somewhere cold and deep in her chest. "Peter, who?"

"He has…he has my…. He has _me_. Gwen, there's something else…in here. In my head. And it's…fighting me."

"You have to fight back," Gwen said. "Peter fight it."

"I'm trying," he said, starting to twitch. His mouth moved around in a thousand different expressions as his fists clenched at his sides. "Gwen, I'm…I'm trying. He's so…oily. I don't even realize it's…him thinking for me sometimes, until he's got his way back in and…."

Gwen's spider-sense _screamed_ in her head, and she leapt at MJ, snagging her up as the dining room wall exploded inward in a splintering crash. Clutching the redhead to her chest, Gwen spun in the air and landed on her back, sliding across the hardwood floor into the entryway. She pushed MJ through into the living room, clambering to her feet.

"Out the window, into Peter's basement!" she called. "Voice command Spidey Has Fallen!"

"Okay," MJ gasped, and Gwen faced the kitchen again in time to see Peter climbing onto a familiar-looking batlike drone large enough to support a rider.

"Well, the symbiote isn't the only thing I stole from Oscorp," he said in the same unnerving almost-Peter halting speech. "Prototype goblin glider, back before Tony whipped up that ugly green suit. Hell of a lot flashier than a web-shooter, you know?"

"Who are you?" Gwen asked, and not-Peter grinned a wide, manic smile.

"You know who I am," he said. "Your friendly neighborhood Spider-Man."

"You are not Spider-Man, and you're _definitely_ not Peter Parker," Gwen insisted. Not-Peter cackled at that, shrugging.

"Well, I dunno how to tell you this," he said, "but I am. I'm just the new and improved version. No attachments. No sentiment. Just power. And responsibility. And if I'm gonna keep the spider from crawling back into _my_ brain, I gotta sever some ties, so…"

_Shing!_ A set of blades sprouted from the front of the drone, cruel and wicked-looking and aimed right at Gwen.

"Nothing personal."

He lunged at Gwen.


End file.
